SQUIRE Technologies, Inc.
Enterprise Terms of Service
Published Date: January 31, 2024
Effective Date: February 1, 2024
We reserve the right to change the Enterprise Terms at any time. If we do so, the most up-to-date version of these Enterprise Terms will be located at www.getsquire.com/enterprise-terms-of-service. We may provide reasonable notice to you of updates to the Enterprise Terms via email or notifications through the Squire Services. The revised version of the Enterprise Terms will be effective as of the “Effective Date” indicated at the top of the webpage. It is your responsibility to review and understand the latest version of these Enterprise Terms. If you do not agree with the new Enterprise Terms, you must reach out to [email protected] to terminate your use of the Squire Platform and Squire Services and to close your Squire Platform Account. Your continued use of the Squire Platform and Squire Services in any way after a change to the Enterprise Terms is effective constitutes your acceptance to the updated Enterprise Terms. This paragraph does not apply to changes under Section IV(b) or Section V(i), which are governed by the provisions of those Sections of the Enterprise Terms.
This Agreement applies to any use of or access to the Squire Platform, Squire Services and Third-Party Services by you, your Affiliates and/or your Shop User(s) and is made effective on the earlier of: (i) the date you accept this Agreement via click through, clickwrap, or other digitized method where you clicked a button or checked a box signifying “I agree,” whether be it through a self-guided online sign-up, an Order Form, or any other agreement indicating affirmative acceptance; or (ii) the date you, or your Affiliate, or your Shop User(s) first uses or accesses the Squire Platform and/or Squire Services.
“Account ID” means the username and password information you created to access your Squire Platform Account.
“Affiliate” means, (a) with respect to Enterprise Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Enterprise Customer that has been designated to have access to the Squire Services under this Agreement, including any Order Form; and (b) with respect to Squire, any entity that directly or indirectly controls, is controlled by, or is under common control with Squire Technologies, Inc.
“Applications” means any web or mobile application through which the Squire Services are made available, including but not limited to, SQUIRE Commander® web and mobile applications and any Enterprise-Branded App.
“Business Day” means any day Monday through Friday, excluding weekends and public holidays of Enterprise Customer’s local jurisdiction.
“Chargebacks” means a request that a cardholder files directly with its issuing bank to invalidate and reverse a transaction made with a credit or debit card.
“Client” means a client of Enterprise Customer seeking barbering, hair styling, or other services.
“Client Contract” means a contract concluded via the Squire Platform between an Enterprise Customer and a Client for the supply of barbering, hair styling, or other services by the Enterprise Customer to the Client (e.g. each time a client books services via the Squire Platform, the Client has entered into a Client Contract with Enterprise Customer).
“Dispute” means a dispute between you and Squire with respect to the Squire Services (excluding disputes related to the processing or settlement of Transactions).
“Enterprise-Branded App” means, pursuant to a request by Enterprise Customer (on an Order Form or otherwise), any web or mobile application (including any widget) developed by Squire as a white-labeled application outfitted with Enterprise Customer’s desired branding, which Squire licenses to Enterprise Customer so that Enterprise Customer’s Clients, as end users, may access Enterprise Customer’s services.
“Hardware” means any hardware device, such as a payment chipper or a tablet computer, provided by Squire as part of the Squire Services.
“Initial Term” means the initial period of time agreed upon in the Order Form during which Squire is obligated to provide access to the Squire Platform and Squire Services.
“Linked Account” means any external deposit or payment account owned by you, your Affiliates or a Shop User designated by you in the Squire Platform to receive the proceeds of Transactions or pay amounts owed to us.
“Order Form” means the separate ordering document, invoice, online form, or other agreement agreed to by Enterprise Customer that specifies the Squire Services purchased and the applicable Subscription Fees and Platform Fees, as well as any applicable Hardware, deliverables, or other one-time upfront fees. To the extent the terms of the Order Form and these Enterprise Terms conflict, the terms of the Order Form shall prevail solely with respect to the conflicting matter.
“Payment Processing Services” means services that enable you to accept and process credit or debit card payments from Clients for your goods and services.
“Payment Processor” means the provider of Payment Processing Services, which is a Third-Party Provider. Currently, the Payment Processor is Stripe, Inc.
“Platform Fees” is the umbrella term for the fees charged to Enterprise Customer to cover costs associated with administering the Squire Platform and delivering the Squire Services (including, but not limited to, transaction costs, legal and compliance fees). The list of the Platform Fees being charged to Enterprise Customer under their Squire Platform Account will be listed on the applicable Order Form.
“Primary Enterprise Contact” means the Shop User (defined below) designated by the Enterprise Customer with the authority to act on behalf of Enterprise Customer, including entering this Agreement or making changes to the Enterprise Customer’s Squire Platform Account.
“Shop Location” means the business location or locations designated by Enterprise Customer to have access to the Squire Services.
“Shop User” means any barber, hair, or other professional that is both: (i) designated and authorized by Enterprise Customer to have access to the Squire Services; and (ii) is either: (x) employed by Enterprise Customer; or (y) renting a workstation from Enterprise Customer at a particular Shop Location. Enterprise Customer must ensure its Shop Users read and agree to the Shop User License Agreement on their own behalf, or on behalf of Enterprise Customer as applicable.
“Renewal Term” means after the Initial Term of a Subscription Term, any subsequent term during which Squire is obligated to provide access to the Squire Platform and Squire Services. All Subscription Terms are subject to automatic renewal of the same length of time as the Initial Term, unless expressly stated otherwise in the Order Form.
“Squire Parties” is defined below in Section XI(f).
“Squire Platform Account” means the data account within the Squire Platform created for Enterprise Customer to access the Squire Services on the Squire Platform.
“Subscription Package” means the bundle of functionality, services, and features marketed as a package by Squire as may be described from time to time on any of the Websites.
“Subscription Fees” means the fees charged monthly to Enterprise Customer for access to the Squire Platform and Squire Services.
“Subscription Term” means the period of time during which Squire is obligated to provide access to the Squire Platform and Squire Services as described by the applicable Order Form and Enterprise Customer is bound to timely pay the Subscription Fees. Each Subscription Term includes the Initial Term and any Renewal Term after that.
“Third-Party Provider” means any third-party service provider with which you and/or Squire contracts to provide services to you or Squire or on behalf of Squire in connection with providing the Squire Services, including a Payment Processor.
“Third-Party Services” means a feature or functionality of the Squire Services that are provided by a Third-Party Provider and are subject to Third-Party Terms.
“Third-Party Terms” means any agreements, terms, and conditions of a Third-Party Provider applicable to the services provided to Squire or on behalf of Squire to which Enterprise Customer must agree to access certain of the Squire Services.
“Transaction” means the payment, receipt or transfer of funds for a purpose permitted by this Agreement.
II. SQUIRE PLATFORM ACCOUNT
You must create an account as an Enterprise Customer to access the Squire Platform.
- You Must Be Eligible to Sign Up: By creating a Squire Platform Account, the Primary Enterprise Contact that is agreeing to this Agreement represents and warrants the following:
i. Authority: The Primary Enterprise Contact has been duly authorized to agree to the terms of this Agreement, bind the Enterprise Customer and act on behalf of the Enterprise Customer to create the Squire Platform Account.
ii. Eligibility: The Primary Enterprise Contact is (i) at least 18 years of age, (ii) not located in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and (iii) not be listed on any U.S. government list of prohibited or restricted persons or UK Sanctions List. The Enterprise Customer is a commercial business operating via a legal corporate entity or, for any individuals, acting as a sole proprietor or a partnership in the course of your business, trade or profession.
iii. True and Correct Information: You represent that you have provided true, accurate, current and complete information about yourself and/or the Enterprise Customer as prompted by the Squire Platform’s registration process and as requested from time to time by Squire (such information, “Registration Data”). You further represent that in providing such Registration Data, you have not knowingly omitted or misrepresented any material facts or information and that you will promptly enter corrected or updated Registration Data via the Squire Platform, or otherwise advise us promptly in writing of any changes or updates to your Registration Data.
iv. Linked Account: Enterprise Customer must connect a Linked Account to its profile to receive the Squire Services, including to receive Transaction settlement from Payment Processor.
- We May Need to Create an Account with a Third-Party Provider On Your Behalf: During the signup process for the creation of your Squire Platform Account, we will ask you to provide Registration Data. To utilize certain Squire Services, you may need an account with a Third-Party Provider, in which case we may need to create an account with a Third-Party Provider on your behalf. To the extent that you provide us with Registration Data for the purpose of creating an account with a Third-Party Provider, we will use such Registration Data in accordance with this Agreement, including for the purpose of assisting you in creating such account.
- You Will Need to Grant Us Access to Your Contacts. You acknowledge and agree that you may choose to allow the Squire Platform to access your contacts list (which may include among other things names, telephone numbers, e-mail addresses) stored on your computer, tablet, laptop, or mobile device from an application on your device or from a separate digital file (e.g. .pdf, .doc, .exl, etc.) that you will share with Squire (“Contact Lists”). Squire will use your Contact Lists solely to provide the Squire Services, including to allow you to contact your Clients. You grant Squire the right to process your Contact Lists and other Client data (together, “Client Data”) as necessary to provide the Squire Services in a manner consistent with this Agreement. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your Client Data to us for use and disclosure pursuant to this Agreement.
- We May Need to Authenticate Your Identity: You agree to cooperate with all requests made by us in connection with your Squire Platform Account to identify you (and your Affiliates or Shop Users, as well as any of your authorized representatives, directors, officers, etc.), authenticate your identity, or validate your funding sources or Transactions. Squire reserves the right to close, suspend, or limit access to your Squire Platform Account and/or the Squire Services in the event we or any Payment Processor or other Third-Party Provider are unable to obtain or verify such information. You authorize Squire, directly or through our Third-Party Providers, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you (and your Affiliates or Shop Users, as well as any of your authorized representatives, directors, officers, etc.) to provide date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your email address or Linked Account or verifying your information against third party databases or through other sources. We may also ask to see your (and your Affiliates or Shop Users, as well as any of your authorized representatives, directors, officers, etc.) driver’s license, passport or other identifying documents at any time.
- You Are Responsible for Safeguarding Your Account ID: Your Account ID you created to access the Squire Platform is specific to you as the Enterprise Customer. You agree that you will not allow any unauthorized person to use your Account ID to access or use the Squire Platform and Squire Services under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Account ID and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your Account ID, your disclosure of your Account ID, or your authorization to allow another person to access or use the Squire Platform, Squire Services or Third-Party Services using your Account ID. You agree to immediately notify us at [email protected] of any unauthorized use of your Squire Platform Account or any other breach of security known to you. You further acknowledge that the complete privacy of your data and messages transmitted while using the Squire Services cannot be guaranteed.
- You May Terminate Your Squire Platform Account: If you wish to close your Squire Platform Account, you must contact us at [email protected]. Your Squire Platform Account may only be closed by the Primary Enterprise Contact. If the Primary Enterprise Contact contacts us with such a request, the Primary Enterprise Contact may be required to take certain steps to verify his, her or their identity.
- Effect of Termination: Termination of your Squire Platform Account shall mean termination of any Order Form and this Agreement as well as termination of access to the Squire Services. Furthermore, termination of your Squire Platform Account shall result in the immediate revocation of any licenses granted by Squire herein as described in Section VII(a) below and termination of your Stripe Account (as defined in Section V(c)(i) below). When your Squire Platform Account is closed, we will cancel any pending instructions you have given us. Notwithstanding the foregoing, you may NOT close your Squire Platform Account to evade amounts owed by you (including liability for Chargebacks or Transactions and associated fees) or any investigation. When you close your Squire Platform Account, you authorize Squire to request the Payment Processor to freeze your account and withhold all or a portion of the amounts due to you under the Agreement for up to 180 days (or such longer period as may be required by applicable law, regulation, or third party requirement, including as required by Third-Party Providers or Third-Party Terms) to protect Squire, its Affiliates, or a third party against any liability, including Transactions and Chargebacks. You will remain liable for any obligations related to your Squire Platform Account (including Chargebacks) even after the Squire Platform Account is closed. Once your Squire Platform Account is closed, Squire will have no obligation to maintain your Squire Platform Account and any data associated therewith unless required by applicable law. Notwithstanding the foregoing, provided Enterprise Customer provides Squire with at least thirty (30) days’ notice prior to the termination date, Squire will use commercially reasonable efforts to assist Enterprise Customer for no more than thirty (30) days after the termination date in order to provide access to Enterprise Customer’s Client Data. After such thirty-day period, Squire shall have no obligation to retain or provide the Client Data to Enterprise Customer, except as required by applicable law.
- We Determine Account Ownership: We don’t know the inner workings of your organization or the nature of your relationships. You agree that you will not request access to or information about any other Enterprise Customer’s Squire Platform Account, and you will resolve any account-related disputes not caused by Squire directly with the other party. If we are unable to reasonably determine which individual has authority to act as the Primary Enterprise Contact on behalf of Enterprise Customer, we will require you to resolve the matter through proper channels outside of Squire. When such a dispute is identified, we may at our sole discretion, and without any liability for doing so, (i) take instruction from any individual designated as Primary Enterprise Contact; or (ii) suspend any Squire Platform Account associated with the dispute, including disabling login and instruction capabilities.
- You Can Always Contact Us: If you have an inquiry regarding the Squire Platform or any of the Squire Services, please contact us at [email protected]. Note, we may provide support through our Third-Party Providers.
III. THIRD PARTY PROVIDERS
- We May Use Third-Party Providers to Deliver Certain of the Squire Services: Certain functionality or features available through or in connection with the Squire Services may be provided by Third-Party Providers, and you may be required to enter into Third-Party Terms with such Third-Party Providers to enable the functionality or access such features. In these cases, we will refer to such functionality and features as “Third-Party Services.” In particular, you will be required to enter into a payment processing agreement with the applicable Payment Processor who will provide the Payment Processing Services to process Transactions through the Squire Platform. See Section V(c) on Payment Processing Services for more information.
- You Must Agree to Third-Party Terms: Although the Squire Services include Third-Party Services, Third-Party Services are performed exclusively by Third-Party Providers. In the event of any conflict, the applicable Third-Party Terms will control over this Agreement solely with respect to the applicable Third-Party Services. Your use of the Third-Party Services shall be subject to (and you agree to be bound by) such Third-Party Terms as they may be modified from time to time by the Third-Party Provider. You acknowledge and agree that Squire has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party website or Third-Party Services or by any third party you may interact with through the Squire Services. USE OF THE THIRD-PARTY SERVICES IS AT YOUR OWN RISK. BY USING THE SQUIRE SERVICES, YOU RELEASE AND HOLD US HARMLESS FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICES OR OTHER INTERACTIONS WITH THIRD-PARTY PROVIDERS. Similarly, you acknowledge that the Third-Party Providers do not endorse and are not responsible for the Squire Services.
- We Can Change Third-Party Providers: Squire has the right to terminate or amend its agreements with any of its Third-Party Providers or replace any existing Third-Party Provider currently providing Third-Party Services with a different Third-Party Provider, at any time, in Squire’s sole discretion. Such actions by Squire may cause you or require you to terminate any existing agreements or accounts with Third-Party Providers created in connection with use of the Squire Services. You agree to cooperate with Squire and the applicable Third-Party Providers impacted to either onboard or offboard as reasonably required to ensure continuation of your access to the Squire Services.
IV. SQUIRE PLATFORM SUBSCRIPTION FEES; PAYMENT
- You Must Pay Subscription Fees for Access to the Squire Platform: Access to your Squire Platform Account is contingent upon your timely payment and Squire’s receipt of your Subscription Fees. You can find the amount of your Subscription Fees and when they are due on your Order Form. If there is no Order Form, the Subscription Fees stated on our Websites apply.
- We May Make Changes to Your Subscription Fees and Subscription Package: We agree to honor the Subscription Fees stated in your applicable Order Form for the Initial Term stated on the Order Form; provided, however, we may make changes to or discontinue certain of the Squire Services offered under a particular package. During any Renewal Term, we reserve the right to (i) either increase or decrease the amount of your Subscription Fees, (ii) make changes to or discontinue any Subscription Package, (iii) change the prices for Squire Services not elected on the Order Form, and (iv) convert any previously free, trial or beta offering of the Squire Services to a paid service subject to Subscription Fees.
- You Must Provide a Valid Payment Method / Authorization: During the signup process, you will provide us with valid payment information (e.g. debit, credit, ACH - or such payment method as may be requested and accepted from time to time by Squire) (your “Payment Method”) to facilitate payment of your Subscription Fees. You represent and warrant that any Payment Method associated with your Squire Platform Account is a commercial-purpose Payment Method and not a card or other type of account issued for personal, family, or household purposes. You hereby authorize us to charge your Payment Method for any amounts owed to Squire, including Subscription Fees, Platform Fees, and any Transaction Losses (defined below), and to process these payments using the valid Payment Method you have supplied. You will update or replace the information for any Payment Method that expires with information for a valid one. If your Payment Method is automatically replaced with a new Payment Method by a payment processor, you acknowledge and agree that we are authorized to deduct any charges recorded by us on your Squire Platform Account against the Payment Method. You represent and warrant the Primary Enterprise Contact is authorized to use your Payment Method, and that any and all charges that may be billed to that Payment Method will not be rejected. If we are unable to process your Payment Method for any reason, we will give you notice via email or in-app and reserve the right to suspend or terminate your Squire Platform Account. All Subscription Fees must be paid in US Dollars or otherwise in the currency specified on the Order Form.
- You Must Pay Us On Time. Your Subscription Fees are payable in advance. Unless otherwise specified on the Order Form, Subscription Fees are due monthly starting on the commencement date of the Subscription Term and due on the monthly anniversary date in each month thereafter for the length of the Subscription Term (the “Due Date”). If payment of your Subscription Fees is not received within five (5) business days after the Due Date, we reserve the right to impose interest on any such outstanding amounts at the lesser of (i) 1.25% of the outstanding balance per month, or (ii) the maximum interest permitted by applicable law, whichever is less, plus collection costs. If your Squire Platform Account is more than thirty (30) days past due, we may either terminate or suspend your access to the Squire Platform and Squire Services, in our sole discretion.
- Subscription Fees are Non-Cancellable and Non-Refundable: YOU ARE RESPONSIBLE FOR ALL SUBSCRIPTION FEES FOR THE ENTIRE SUBSCRIPTION TERM (INCLUDING THE INITIAL TERM AND ANY RENEWAL TERM). Any cancellation or termination of any Order Form or of your Squire Platform Account does not absolve you from any of your payment obligations under this Agreement or any Order Form. All Subscription Fees paid are non-cancellable and non-refundable. Notwithstanding the above, if we terminate your Squire Platform Account without cause, we will refund you for a prorated portion of any prepaid amounts we received from you. Note, you won’t be entitled to a refund from us under any other circumstances.
- You are Responsible for Taxes: You agree to pay (i) all sales, use, excise, value added, and any other taxes which Enterprise Customer is required to pay to any governmental authority (and, at Squire’s request, provide evidence of such payment) and (ii) all sales, use, excise, value added, and any other taxes attributable to this Agreement and any Order Form. You are responsible for seeking your own independent tax advice with respect to the tax treatment for any payments due to Squire under this Agreement and any Order Form.
V. SQUIRE SERVICES
Squire offers a variety of functions and features as part of the Squire Services. Additional terms, including Third-Party Terms, may apply.
- Software: Squire Commander®: Squire’s proprietary software, Squire Commander®, is the platform through which most of the Squire Services may be accessed. Squire Commander® provides a variety of features and functionality, including but not limited to, appointment booking, client management, staff management, marketing and point-of-sale. The features and functionality available to you are determined by the Subscription Package purchased on the Order Form. For the most updated list of available Subscription Packages and the features and functionality bundled in each, please visit our Website, www.getsquire.com.
- Hardware: Along with Squire Commander®, you may be provided with certain Hardware as set forth on the Order Form. Hardware may include, but is not limited to, physical chip card readers, electronic mobile vendor payment devices, electronic tablet devices and cash registers. All Hardware is provided by a Third-Party Provider. Upon purchase, acceptance, or use of any Hardware, you agree to be bound by the Third-Party Terms applicable to such Hardware.
- Payment Processing Services: The Squire Services include access to Payment Processing Services.
i. General. If approved by Squire and Payment Processor, in their respective discretions, you may receive access to the Payment Processing Services performed by our Payment Processor. To use the Payment Processing Services, you will be required to agree to the Stripe Services Agreement and Stripe Connected Account Agreement (the “Processor Terms”):
For purposes of the Processor Terms, Squire is your “Stripe Connect Platform,” you are a “Connected Account” and “Platform User,” and Transactions are processed by Payment Processor through your “Stripe Account.”
ii. Squire Authorization. If approved for the Payment Processing Services, you authorize Squire, as your Stripe Connect Platform, to (i) request that Payment Processor generate a Stripe Account for you and to provide such information about you as Payment Processor may require in approving and generating your Stripe Account, which may include information about your Linked Accounts and Personal Information about your owners, officers, and Shop Users; (ii) submit payment and Transaction information to Payment Processor on your behalf to facilitate the processing of your Transactions, the transfer of funds to or from your Stripe Account or Linked Account according to your instructions and Squire Platform Account configuration, and the resolution of any Chargebacks or other processing issues; and (iii) receive information related to your use of the Payment Processing Services from Payment Processor.
iii. Settlement. You acknowledge and agree that (i) Payment Processor is responsible for settling your Transactions and transferring funds to your Linked Account; (ii) apart from submitting payment and Transaction information to Payment Processor on your behalf, based on your instructions and Squire Platform Account configuration, Squire is not responsible for the process of settling Transaction funds to your Linked Account; (iii) Squire is not a bank, money transmitter, or other type of financial institution and is not engaged in the business of receiving funds for transmission as part of the Squire Services or Payment Processing Services; (iv) during the course of processing your Transactions, your settlement funds may be received, held, and transferred by Payment Processor or its acquiring bank, including through a pooled funds account for your benefit and the benefit of other Payment Processor merchant clients; and (v) Squire does not own or control your Stripe Account or any other accounts used by Payment Processor or its acquiring bank to receive, hold, or transfer settlement funds. In the event that Squire is deemed to have received settlement funds (actually or constructively) for your Transactions, you agree that (A) in receiving the settlement funds and remitting them to you, Squire is acting as your authorized commercial agent (and not the agent of the Client) for the limited purpose of negotiating, concluding and facilitating the sale of your services under each Client Contract; (B) receipt of the funds by Squire as your agent constitutes your receipt of such funds and satisfies your customer’s obligation to you in the amount of such funds; and (C) you shall have recourse only against Squire, and not against the customer, for any customer payment that Squire receives and fails to remit to you. You acknowledge that Squire is not a party to any Client Contract nor obliged to provide any services under any Client Contracts.
iv. Payments to Squire: You authorize Squire to instruct Payment Processor to deduct (i) Subscription Fees (in the event your Payment Method is no longer valid); (ii) Platform Fees; and (ii) any other amounts owed to Squire, including for any expenses Squire incurs related to any tax receipts, identity theft, Chargebacks, fraudulent charges, refunds, or returns (“Transaction Losses”) on your Transactions, from the settlement funds for each Transaction completed using the Payment Processing Services and to settle those amounts to Squire. Please reference your Order Form for confirmation of Subscription Fees and Platform Fees.
v. We are Not Liable For Transaction Losses: Squire is not liable for Transaction Losses. By using the Squire Services, you hereby release Squire from any liability arising from Transaction Losses. If Squire incurs any loss or liability relating to Transaction Losses, you are responsible for reimbursing Squire and remain liable for all Transaction Losses incurred by you until you have made Squire whole. You will also use best efforts to promptly notify Squire of any Transaction Losses that may affect the Squire Platform or Squire Services. Squire reserves the right, in its sole discretion, to terminate any Squire Platform Account that causes, or enables any other third-party to cause, Transaction Losses.
vi. Transactions are Performed on behalf of Enterprise Customer: All Transactions processed with Payment Processor via the Squire Platform are Transactions of Enterprise Customer. Squire will only direct Payment Processor to make disbursements to a Shop User’s Linked Account from the settlement proceeds of Transactions (“Disbursements”) at the direction of and on behalf of Enterprise Customer. The primary merchant descriptor or billing descriptor for each Transaction as it may appear on a Client’s bank or credit card statement will be the name of Enterprise Customer. Any disputes as it relates to the quantity and the amount of Disbursements between a Shop User and Enterprise Customer are solely between Shop User and Enterprise Customer.
g. Loyalty/Membership Programs/Gift Cards: You may use the Squire Platform to facilitate, market and sell loyalty or membership programs or gift cards to your Clients. If you offer a loyalty or membership program or gift cards to your Clients, you understand and agree that you (and not Squire) are responsible for ensuring that your program and any associated rewards are compliant with applicable federal and state laws, including laws governing prepaid services and special offers such as rebates and coupons and for any disputes or related issues. You represent and warrant that any loyalty or membership program or gift cards offered to Clients through the Squire Platform shall comply with all applicable laws and that each Client will be presented with all required terms and conditions and cancellation policy applicable to such program or gift card.
h. Enterprise-Branded App: Should you choose to order an Enterprise-Branded App as part of the Squire Services, the terms of the Squire Enterprise-Branded Application Agreement apply and hereby are incorporated by reference. By ordering and using any Enterprise-Branded App, you agree to be bound by the Squire Enterprise Branded Application Agreement.
- i. We Can Make Changes to the Squire Services: We reserve the right to change, suspend or discontinue any aspect of the Squire Services at any time, including hours of operation or availability of the Squire Services or any Squire Services feature, without notice and without liability. We also reserve the right to impose limits on certain Squire Services features or restrict access to some or all of the Squire Services in our sole discretion, without notice and without liability. Without limiting the foregoing, you acknowledge that the operation of the Squire Platform and Squire Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Squire shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Squire Services. Squire has no obligation to maintain or update the Squire Platform or the Squire Services or to continue producing or releasing new versions of the Squire Platform or the Squire Services.
VI. ADD-ON SERVICES
If enabled for your Squire Platform Account, you may access the following additional Squire Services (“Add-On Services”), subject to this Agreement, including the following additional terms and conditions. You agree to pay the Subscription Fees, Platform Fees and any other fees and expenses associated with your use of an Add-On Service, as set forth in the applicable Order Form.
- Transaction Management Services: In connection with the Squire Transaction Management Services (“Transaction Management Services”), Squire will provide Payment Processor with the information needed to automate Disbursements to your Shop Users. Consistent with the Enterprise Terms of Service, if Squire Transaction Management Services are enabled on your Squire Platform Account, you authorize Squire to submit payment and Transaction information to Payment Processor on your behalf to facilitate Payment Processor’s settlement of Disbursements to your Shop Users according to your instructions and Squire Platform Account configuration as follows:
SQUIRE Tip Splits: If you use SQUIRE Tip Splits (“Tip Splits”), Squire will provide information to the Payment Processor for the settlement of the portion of Transaction funds designated as a “tip” directly into the Linked Account of the Shop User who initiated the Transaction, subject to Platform Fees as specified on the applicable Order Form. Primary Enterprise Contact may designate from where the applicable Platform Fees associated with Tip Splits are deducted (i.e. from the “tip” prior to settlement in the Shop User’s Linked Account or from Enterprise Customer’s Stripe Account).
SQUIRE Auto Payout: If you use SQUIRE Auto Payout (“Auto Payout”, formerly known as “One Touch Payout” or “OTP”), Squire will provide information to the Payment Processor for the settlement of (i) the portion of Transaction funds designated as a “tip” and (ii) a customizable percentage of the portion of Transaction funds charged in connection with the provision of goods and services (“RevShare”), directly into the Linked Account of the Shop User who initiated the Transaction, subject to Platform Fees as specified in the applicable Order Form. Primary Enterprise Contact may designate from where the applicable Platform Fees associated with Auto Payout are deducted (i.e. from the “tip” or RevShare prior to settlement in the Shop User’s Linked Account or from Enterprise Customer’s Stripe Account).
i. Enterprise Customer Eligibility: To be eligible to use any of the Squire Transaction Management Services, you must be a customer in good standing and be actively completing Transactions through the Squire Platform, in sufficient volume, for at least thirty (30) days, as determined by Squire in its sole discretion. Only the Primary Enterprise Contact has the authority to enable any of the Squire Transaction Management Services for the Enterprise Customer’s Squire Platform Account. In no event may a Shop User enable Squire Transaction Management Services for an Enterprise Customer, unless such Shop User is the Primary Enterprise Contact for the Enterprise Customer.
ii. Shop User Eligibility: For any Shop User to be eligible to receive Disbursements through the Squire Transaction Management Services, each Shop User must (i) be associated with an Enterprise Customer that has been approved for Squire Transaction Management Services; (ii) be at least 18 years of age; (iii) not located in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; (iv) not be listed on any U.S. government list of prohibited or restricted persons or the UK Sanctions List; (v) connect a Linked Account to their profile under your Squire Platform Account; and (vi) agree to the SULA.
iii. Third-Party Terms: The Squire Transaction Management Services are supported by Payment Processing Services performed by Payment Processor, consistent with the terms of Section V(c). If approved by Squire and Payment Processor, in their respective discretions, each Shop User will be required to agree to the Processor Terms. For purposes of the Processor Terms, Squire is the “Stripe Connect Platform,” each Shop User will be a “Connected Account” and “Platform User,” and payments are processed by Payment Processor through each Shop User’s “Stripe Account.”
iv. Disbursement Timing. Payment Processor aggregates Tip Splits and RevShare Disbursements throughout the day and you authorize Squire to provide the required information to Payment Processor to push Disbursements to a Shop User’s Linked Account, on a recurring basis, subject to instructions provided by Enterprise Customer. Standard settlement times apply.
- Squire Rapid Transfer. SQUIRE Rapid Transfer (“Rapid Transfer”, formerly known as “Instant Payout”) allows you to access settlement funds from your Transactions faster than standard payout times. If Rapid Transfer is enabled, you authorize Squire, on your behalf, to provide information to the Payment Processor to settle funds for your Transactions directly into your Linked Account on the Business Day that they are submitted for processing up, subject to the subsection VI(b)(iv) below. Each Rapid Transfer Disbursement are subject to the Platform Fees designated on the applicable Order Form (or as otherwise described at the time Rapid Transfer is enabled).
i. Enterprise Customer Eligibility. To be eligible for Rapid Transfer, you must be a customer in good standing and be actively completing Transactions through the Squire Platform, in sufficient volume, for at least thirty (30) days, as determined by Squire in its sole discretion.
ii. Shop User Eligibility. To be eligible for Rapid Transfer, a Shop User must meet the eligibility criteria for Squire Transaction Management Services. Each Shop User may determine whether to enable Rapid Transfer for Disbursements to the Shop User’s own Linked Account and a Shop User does not require approval from the Primary Enterprise Contact to enable Rapid Transfer for Disbursements.
iii. Third-Party Terms: Rapid Transfer is an add-on service supported by the Payment Processing Services performed by Payment Processor, consistent with the terms of Section V(c).
iv. Disbursement Timing: The Payment Processor will aggregate Rapid Transfer Disbursements from settled funds from Transactions not assigned to a particular Shop User or as otherwise designated by Enterprise Customer, and you authorize Squire to provide the required information to Payment Processor to push Disbursements directly into Enterprise Customer’s Linked Account on the Business Day that the Transactions are submitted for processing, with a cut off time of 9pm local time. Disbursements are made up to three (3) times per day, subject to processing delays out of the control of Squire, including but not limited to, (x) you submitting Transactions after 9pm local time; (y) applicable rules and regulations from your bank and/or credit union; and (z) changes made to your Enterprise Customer Squire Platform Account’s Linked Account information. Once Rapid Transfer is enabled, the Disbursements are recurring in addition to the Platform Fees assessed with each Disbursement until you disable Rapid Transfer.
- Squire Rent Collect. If your business is set up as a “rental shop”, SQUIRE Rent Collect (“Rent Collect”) allows you to collect booth rental payments (“Booth Rent”) from Shop Users who have uploaded a verified Payment Method to your Squire Platform Account. With Rent Collect enabled, you authorize Squire to direct Payment Processor to charge the applicable Shop User’s Payment Method on file the amounts designated by you for Booth Rent on a recurring basis, subject to instructions provided by Enterprise Customer. By enabling Rent Collect, you hereby represent and warrant that you have obtained all prior and necessary authorization from Shop User to charge Booth Rent, if any, against Shop User’s Payment Method and to process the Booth Rent payments using the valid Payment Method that Shop User supplied. The Platform Fees, as designated on the applicable Order Form, will be deducted directly from each payment of Booth Rent so that funds from the Transaction are settled into Enterprise Customer’s Linked Account net of the Platform Fees.
VII. LICENSES; INTELLECTUAL PROPERTY
- Squire’s IP; Squire’s License to You: All content included in or made available through the Squire Platform or any Squire Services including all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, Websites, and Applications (collectively, the “Squire IP”) is the property of Squire or its Affiliates, or its content providers; protected by United States and international copyright laws; and Squire owns all right, title and interest therein. Subject to the terms and conditions of this Agreement, Squire hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and access the Squire Platform, Squire Services and Squire IP as specified on the applicable Order Form during the Subscription Term for the sole purpose of lawfully operating your business. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Squire Platform, Squire Services or Squire IP, in any manner not expressly permitted by this Agreement.
- Enterprise Customer IP; Your License to Us: Use of the Squire Platform and Squire Services may require you to provide Squire access to certain content, including, but not limited to business name, trademarks, text, graphics, photographs (including image and likeness of individuals), logos, button icons, images, audio clips, digital downloads, data (including any personal information), data compilations, Client Data, applications and websites (collectively, “Enterprise Customer IP”). You hereby grant Squire and its Affiliates, a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (i) use the Enterprise Customer IP to display, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, as well as modify, alter, edit, adapt create derivative works, license, or otherwise only as necessary to provide the Squire Services to you and/or as otherwise permitted by this Agreement and (ii) for Squire’s marketing and promotional purposes. You represent and warrant that: (i) Enterprise Customer owns or has otherwise obtained all necessary consents, rights, releases, and permissions (including from your Shop Users and Affiliates) to submit all Enterprise Customer IP to Squire and to grant the rights granted to Squire in this Agreement and (ii) the Enterprise Customer IP and its submission and use as you authorize in this Agreement will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Enterprise Customer IP. Other than the rights expressly granted in this Agreement, Squire shall have no other rights with respect to the Enterprise Customer IP and Enterprise Customer shall retain all right, title and interest therein.
- Feedback; Your License to Us: You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Squire Platform and Squire Services. If you provide us with any Feedback, then you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Squire Platform and Squire Services or to develop new features and services.
VIII. RESTRICTED ACTIVITIES; FRAUD; UNAUTHORIZED TRANSACTIONS
- Restricted Activities: During the term of this Agreement, in connection with your use of the Squire Platform and Squire Services, you will not engage in any of the following (collectively, “Restricted Activities”):
i. Breach these Enterprise Terms, or any other agreement or policy that you have agreed to with Squire, a Third-Party Provider, or other third party;
ii. Violate any law, statute, ordinance, or regulation;
iii. Use the Squire Services in connection with any Transactions to purchase or sell, or to facilitate the purchase or sale of, illegal goods or services or any goods or services prohibited by the payment networks or Third-Party Providers, including, but not limited to: unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, money laundering, the funding of terrorist organizations, or the unlawful purchase or sale of tobacco, firearms, prescription drugs, or other controlled substances;
iv. Infringe Squire’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
v. Send spam (via email, phone or text);
vi. Use purchased, rented, or third-party Contact Lists;
vii. Act in a manner that is defamatory, libelous, threatening or harassing to the Squire Parties;
viii. Provide false, inaccurate or misleading information;
ix. Engage in debt-collection activities;
x. Instruct the Payment Processor to send or receive what we or it reasonably believes to be potentially fraudulent funds on your behalf;
xi. Refuse to cooperate in an investigation or refuse to provide confirmation of your identity or any information you provide to us;
xii. Attempt to “double-dip” during the course of a Dispute, Chargeback, reversal or other investigation, with “double-dipping” being defined as intentionally or knowingly receiving or intentionally or knowingly attempting to receive funds from both the Payment Processor and another payment processor, financial institution or merchant for the same Transaction;
xiii. Control a Squire Platform Account that is linked to another Squire Platform Account that has engaged in any of these Restricted Activities;
xiv. Conduct your business or use the Squire Services in a manner that in Squire’s or the Payment Processor’s judgment is likely to result in or may result in complaints, Disputes, Chargebacks, reversals, fees, fines, penalties or other liability to Squire, other third parties or you;
xv. Engage in “refund abuse” in connection with the use of the Squire Services, including without limitation, abusive or fraudulent returning of Hardware.
xvi. Engage in any Transaction that the Payment Processor, Squire, Visa, MasterCard, Discover, American Express or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
xvii. Allow your Squire Platform Account to have a negative balance;
xviii. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure (including, without limitation, through the use of any APIs that we may provide); perform penetration testing, facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any network monitoring or discovery software, use any robot, spider, other automatic device, or manual process to determine architecture, monitor or copy the Squire Websites, Applications or overall Squire Platform without our prior written permission; or interfere or attempt to interfere with the Squire Services;
xix. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
xx. Circumvent any Squire policy or determinations about your Squire Platform Account such as temporary or indefinite suspensions or other Squire Platform Account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Squire Platform Accounts when a Squire Platform Account has been restricted, suspended or otherwise limited; creating new or additional Squire Platform Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Squire Platform Account;
xxi. Transfer or sell access to your Squire Platform Account or Account ID to any other party;
xxii. Harass our employees, agents, other Squire Enterprise Customers, and or any consumer user of Squire’s Websites or Applications;
xxiii. Use the Squire Services or Payment Processing Services for payroll purposes or to fund or remit payroll or payroll deposits;
xxiv. Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;
xxv. Violate the security of any computer network, or crack any passwords or security encryption codes;
xxvi. Use the Squire Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, National Automated Clearing House Association rules or applicable law; or
xxvii. Cause or facilitate any third-party to engage in the Restricted Activities.
If your Squire Platform Account is used to conduct (or to attempt to conduct) Transactions that we believe are not permitted by these Enterprise Terms (such as one of the activities set forth above) or applicable law, we may, in our sole discretion, and without waiving any of our rights, freeze, close, suspend, terminate or limit your access to the Squire Services. We reserve the right to refuse to facilitate any Transaction, except as may be prohibited by applicable law.
- Monitoring: Squire and its Third-Party Providers may monitor your Transactions for the purpose of identifying fraud or other illicit activity. Based on our monitoring, Squire may suspend your Squire Platform Account, or limit your use of the Squire Services, in its sole discretion to (i) mitigate the risk of fraud, unauthorized transactions, or Transaction Losses; (ii) prevent loss (including Transaction Losses) to Squire, you, a Third-Party Provider, or other third parties; (iii) prevent a breach of this Agreement; or (iv) to comply with applicable, Network Rules, or the direction or request of a regulatory or law enforcement agency. Without limiting the foregoing, in the event of (i) – (iv) above, you authorize Squire to instruct Payment Processor to withhold funds for your Transactions to mitigate the risk of Chargebacks, Transaction Losses, or other losses. If you believe your Squire Platform Account has been opened or used in an unauthorized manner in connection with a Transaction, please contact us immediately at [email protected].
- Unauthorized Transactions: If you become aware of any unauthorized charge or use occurring through your Squire Platform Account, you should contact Squire customer support at [email protected] immediately. To the extent that the charge relates to Partner Marketed Services, you should contact the applicable Third-Party Provider as identified in the applicable Third-Party Terms. If Squire suspects unauthorized Transactions, Squire reserves the right to suspend your use of the Squire Services, except as prohibited by applicable law.
- “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, Client Data, pricing, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its affiliates. Confidential Information does not include any information which: (i) is publicly available through no breach of the Agreement or fault of Receiving Party; (ii) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (iii) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without breach of Disclosing Party’s rights; or (iv) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
- Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (i) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Terms and (ii) disclose or make Confidential Information of Disclosing Party available to any party, except to its, its Affiliates’, and their respective employees, legal counsel, accountants, contractors, and in our case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under these Terms. Receiving Party is responsible for its Representatives’ compliance with this Section. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.
- Either party may disclose the confidential information it got from the other party if required by a law, regulation, subpoena, or a court order, if the parties fulfill certain conditions, such as providing notice (if legally allowed) and reasonable cooperation. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.
X. APP DISTRIBUTION PLATFORM DISCLAIMER
If you download any Squire Applications through the Apple App Store, Google Play or other app store or distribution platform (“App Distribution Platform”), you acknowledge and agree that: (i) these Enterprise Terms are between us, and not with the App Distribution Platform, and that we are responsible for the Applications and Squire Service, not the App Distribution Platform; (ii) the App Distribution Platform has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Distribution Platform is not responsible for addressing any claims you or any third party have relating to the Application; and (iv) the App Distribution Platform is a third party beneficiary of these Enterprise Terms as related to your use of the Application, and the App Distribution Platform will have the right to enforce these Enterprise Terms as related to your use of the Application against you.
XI. WARRANTIES & DISCLAIMERS
- Hardware Limited Warranty: If during the first ninety (90) days after the date you receive a piece of Hardware from Squire, the Hardware fails to operate as described under the Third-Party Terms, Squire will replace your Hardware with substantially similar, new or refurbished, device (based on availability and in Squire’s sole discretion), provided that the Hardware’s failure to operate was not due to any actions caused by you, your Affiliates, your Shop Users, your Clients or any other third parties (other than the Third-Party Provider). Should you wish to return any piece of Hardware and seek a refund for its purchase, you may do so within thirty (30) days of the date you received the Hardware. Once we are in receipt of the returned Hardware, we will assess the Hardware for damage to determine if you are eligible for a refund of the applicable Hardware fees charged to your Payment Method. In some instances, a restocking fee may be assessed against any refund payment.
- CLIENT DISCLAIMER: Squire does not have control over the acts or omissions of your Clients. Squire does not and is not responsible for screening Clients or verifying any information about Clients. Squire does not assume any responsibility for the accuracy or reliability of any information provided by your Clients on or through the Squire Platform. YOU ARE RESPONSIBLE FOR YOUR INTERACTIONS WITH YOUR CLIENTS THROUGH THE SQUIRE PLATFORM.
- TAXES DISCLAIMER: Squire is not responsible for any taxes that may apply to the goods and services you provide to your Clients and the payments you make or receive. Squire is not responsible for determining whether taxes apply to your Transactions. Squire is not responsible for the collection, reporting and remittance of the correct taxes arising from any Transaction. YOU ARE RESPONSIBLE FOR ANY TAXES THAT MAY APPLY TO THE GOODS AND SERVICES YOU PROVIDE TO YOUR CLIENTS AND THE PAYMENTS YOU MAKE OR RECEIVE. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER TAXES APPLY TO YOUR TRANSACTIONS. YOU ARE RESPONSIBLE FOR THE COLLECTION, REPORTING AND REMITTANCE OF THE CORRECT TAXES ARISING FROM ANY TRANSACTION TO THE APPROPRIATE TAX AUTHORITY. YOU HEREBY AGREE TO COMPLY WITH ANY AND ALL APPLICABLE TAX LAWS IN CONNECTION WITH YOUR USE OF THE SQUIRE SERVICES, INCLUDING WITHOUT LIMITATION, THE REPORTING AND PAYMENT OF ANY TAXES ARISING IN CONNECTION WITH TRANSACTIONS MADE THROUGH THE SQUIRE SERVICES (INCLUDING THE PAYMENT PROCESSING SERVICES), IF ANY.
- LOCATION DATA DISCLAIMER: LOCATION DATA PROVIDED BY THE SQUIRE PLATFORM IS FOR BASIC LOCATION PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY OR ENVIRONMENTAL DAMAGE. NEITHER SQUIRE, NOR ANY OF ITS CONTENT PROVIDERS, GUARANTEES THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF LOCATION DATA DISPLAYED BY THE SQUIRE PLATFORM. ANY OF YOUR INFORMATION, INCLUDING GEOLOCATIONAL DATA, YOU UPLOAD, PROVIDE, OR POST ON THE SQUIRE PLATFORM MAY BE ACCESSIBLE TO SQUIRE AND CERTAIN USERS OF THE SQUIRE PLATFORM.
- NO WARRANTY; DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SQUIRE PLATFORM AND THE SQUIRE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SQUIRE AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “SQUIRE PARTIES”), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SQUIRE PLATFORM, SQUIRE SERVICES OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS USED OR MADE ACCESSIBLE BY THE SQUIRE PLATFORM AND SQUIRE SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SQUIRE PLATFORM AND SQUIRE SERVICES. THE SQUIRE PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SQUIRE PLATFORM AND SQUIRE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR THAT THE SQUIRE PLATFORM AND SQUIRE SERVICES WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SQUIRE PLATFORM AND SQUIRE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE SQUIRE PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS OR THE SQUIRE SERVICES. THE SQUIRE PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You agree to defend, indemnify and hold harmless Squire, the Squire Parties, and any applicable Third-Party Providers from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your breach of this Agreement, (ii) your or your Shop Users’ or your employees’ or agents’ improper use of the Squire Platform, Squire Services or Third-Party Services, (iii) your or your Shop Users’ or your employees’ or agents’ violation of any law, regulation, industry standard, or the rights of a third party (including, but not limited to, infringement of any intellectual property rights of third parties, and failure to obtain requisite consents under any privacy, data protection or consumer protection law), (iv) Transactions, (v) content that you post or transmit, (vi) the goods and services you provide to your Clients, and (vii) any agreement between you and a third party. You further agree to hold the above parties harmless from losses arising out of actions taken or omitted in good faith by us in reliance upon instructions from you.
XIII. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SQUIRE, THE SQUIRE PARTIES AND/OR THE THIRD-PARTY PROVIDERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SQUIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
ADDITIONALLY, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SQUIRE, THE SQUIRE PARTIES AND/OR THE THIRD-PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SQUIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE THE SQUIRE PLATFORM OR THE SQUIRE SERVICES; (2) DELAYS OR DISRUPTIONS IN THE SQUIRE SERVICES (INCLUDING DELAYS IN FUNDING ACCOUNTS OR PAYMENT PROCESSING OR OTHERWISE FAILED TRANSACTIONS); (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SQUIRE PLATFORM OR SQUIRE SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SQUIRE PLATFORM OR SQUIRE SERVICES; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD-PARTIES (INCLUDING WITHOUT LIMITATION THIRD-PARTY SERVICES); (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR SQUIRE PLATFORM ACCOUNT; (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE ENTERPRISE TERMS OR SQUIRE’S POLICIES. SQUIRE RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THESE ENTERPRISE TERMS AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
TO THE FULLEST EXTENT PERMITTED BY LAW, SQUIRE’S MAXIMUM AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SQUIRE PLATFORM AND THE SQUIRE SERVICES OR THESE TERMS IS LIMITED TO THE LESSER OF THE SUBSCRIPTION FEES PAID BY YOU, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE ACCRUAL OF LIABILITY OR ONE HUNDRED DOLLARS (US$100.00).
XIV. EXPORT LAWS
Enterprise Customer acknowledges that the Squire Platform and Squire Services may be subject to applicable import and export laws and regulations of the Enterprise Customer’s country and that of the United States, without limitation. Further, this Agreement may involve items and information that are subject to the International Traffic in Arms Regulations (ITAR) of the U.S. Department of State or Export Administration Regulations (EAR) of the U.S. Department of Commerce, Bureau of Industry and Security. Enterprise Customer shall at all times strictly comply with the applicable import and export laws and regulations of Enterprise Customer’s country, of the United States and any other applicable jurisdiction. Without limiting the foregoing, Enterprise Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and you shall not permit your Affiliates, Shop Users or Clients to access or use the Squire Platform and Squire Services in violation of any United States export embargo, prohibition, restriction, law or regulation.
XV. LIMITED USE.
The Squire Platform and Squire Services are “Commercial Products” and “Commercial Services” defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as defined in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable (the “Applicable D/FAR Regulations”). Consistent with the Applicable D/FAR Regulations, the Squire Platform and Squire Services are being licensed to the U.S. Government end users only as Commercial Products and Commercial Services and with only those rights that are granted to all other end users pursuant to these Enterprise Terms and use, duplication or disclosure by the U.S. Government are subject to the limited rights set forth in the Applicable D/FAR Regulations. No other Federal Acquisition Regulation or Defense Acquisition Regulation or any other governmental terms or rights affecting the license or intellectual property rights of the Squire Platform and Squire Services apply unless explicitly set forth on an applicable Order Form.
- Severability: Unless stated otherwise in these Enterprise Terms, if any provision of these Enterprise Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall be enforced.
- Survival: All provisions of this Agreement, which by their nature should survive the expiration or termination of this Agreement, including without limitation, sections pertaining to Warranties & Disclaimers, Indemnification, Limitation of Liability, representations made by you and debts owed to Squire, will survive the termination of this Agreement.
- No Waiver: If we fail to enforce any of our rights under these Enterprise Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.
- Assignment: You may not transfer or assign any rights or obligations you have under this Agreement without Squire’s prior written consent. Squire reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Squire may also subcontract either wholly or partially, any of the Squire Services to its Affiliates or a third party.
- No Third-Party Beneficiaries: No third-party shall have any rights to enforce this Agreement.
- Relationship of the Parties: Squire is an independent contractor for all purposes. Nothing in this Agreement is intended to, and shall not be construed to, create any joint venture, partnership, employer-employee, franchisor-franchisee, or agency relationship (except to the extent agreed under Section V(c)(iii)) between you and Squire.
- Governing Law: These Enterprise Terms and the relationship between you and Squire shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Other than as provided with respect to arbitration, you and Squire agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, Manhattan, New York County, New York.
- Jury Waiver: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY COMMON LAW OR STATUTORY OR OTHER CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW.
- Insolvency Proceedings: If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Squire will be entitled to recover all reasonable costs or expenses (including reasonable attorney’s fees and expenses) incurred in connection with the enforcement of these Enterprise Terms.
- Time Limitations: You and Squire both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Enterprise Terms must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
- Disputes; Arbitration:
i. Disputes; Mandatory Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Squire, you agree to try to resolve the Dispute informally by contacting us at [email protected]. We will try to resolve the Dispute by contacting you via email, but if we cannot resolve the Dispute within thirty (30) days of submission, you and/or Squire agree to resolve any claims related to these Enterprise Terms through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below.
ii. Arbitration Agreement: Except in the event the claim meets the requirements set forth in the “Exceptions to Agreement to Arbitrate” section below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to and/or disclosed by any party in connection with the arbitration of any Disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in New York City, Manhattan, New York County, New York, USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.
iii. Exceptions to Agreement to Arbitrate: Either you and/or Squire may assert claims, if it qualifies, in small claims court in New York City, Manhattan, New York County, New York. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Squire Platform, Squire Services, breach of Squire’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal Dispute-resolution process described herein.
- Force Majeure: Squire will not be held liable for any delays or failure in performance of any part of the Squire Platform or Squire Services, from any cause beyond our reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, pandemics, nuclear accidents, zombie apocalypse, floods, labor unrest, strikes, telecommunications failures, utility failures, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers. Nothing in this Section will affect or excuse your liabilities and obligations under these Enterprise Terms including, but not limited to, your payment obligations hereunder.
- Electronic Signatures: You agree to the use of electronic signatures (e.g. via PactSafe, Docusign, Hello Sign, Adobe Sign, or otherwise) to enter into this Agreement, Order Forms or otherwise. Further, you hereby waive any rights or requirements for an original “wet signature” (non-digital) or delivery or retention of non-digital records, to the extent permitted under applicable law.
- Electronic Communications: You agree and consent to electronic receipt of all communications that we provide in connection with your Squire Platform Account and the Squire Services. You also agree that your electronic consent has and will have the same legal effect as a physical signature. Since the Squire Services are an electronic service, you agree that Squire has no obligation to send, and you have no right to receive, communications in paper form, unless otherwise required by applicable law. We will provide communications to you by making them available through your Squire Platform Account or by emailing them to you at the primary email address listed in your Squire Platform Account profile.
- Notices: As noted above relating to the electronic communications authorized in Section XVI(o), you acknowledge and agree that any notices provided by Squire as required by law or pursuant to the terms of this Agreement may be delivered to you by making them available through your Squire Platform Account or by emailing them to you at the primary email address listed in your Squire Platform Account profile. You hereby consent to receive notice from Squire through these electronic means, and such notices shall be deemed effective when sent on the next immediate business day. Any notices to Squire must be delivered via email to [email protected] with a hard copy to follow via first class registered U.S. mail or overnight courier to Squire Technologies, Inc., 216 Bowery, 3rd Fl, New York, NY 10012, Attn: Legal Department.